Your Directors hereby present the 47th Annual Report together with the
Audited Accounts of the Company for the financial year ended 31st March, 2024.
1. FINANCIAL SUMMARY OR HIGHLIGHTS:
The financial highlights for the current year in comparison to the
previous year are as under:
| PARTICULARS |
Current Year |
Previous year |
|
2023-24 |
2022-23 |
| Total Revenue |
4.17 |
1.03 |
| Total Expenditure (before Financial Charges, |
37.14 |
81.04 |
| Depreciation and Taxation) |
|
|
| Profit before Financial Charges, |
(32.97) |
(81.04) |
| Depreciation and Taxation |
|
|
| Less: Depreciation |
0.064 |
0.064 |
| Less: Financial Charges |
1.28 |
0.017 |
| Profit Before Tax |
(34.32) |
(169.40) |
| Less: Provision for Tax & Deferred Tax |
- |
- |
| Profit After Tax |
(34.32 ) |
(169.40) |
| Net Loss/profit carried to Balance Sheet |
(34.32 ) |
(169.40) |
During the financial year 2023-24, the Company has reported a total
income of Rs. 4.17 Lakhs as compared to Rs. 1.03 Lakhs in the previous year resulting in a
Loss of Rs. (34.32) Lakhs compared to Rs. (169.40) Lakhs in the previous year.
2. CHANGE IN NATURE OF BUSNIESS:
There is no change in the nature of business of the Company. Based on
the experience gained, the Company has explored various avenues such as supply of designs,
drawings and trading operations of Garcinia, Curcumin and essential oils. During the year
supply of designs and drawings activities including Civil construction works have been
carried on by the Company.
3. DIVIDEND:
In view of the accumulated losses, your Directors did not recommend any
dividend for the financial year ended 31st of March, 2024.
4. TRANSFER TO RESERVES
Your Company did not transfer any amount to reserves during the period
under review.
5. EXTRACT OF ANNUAL RETURN:
Copy of the Annual Return is available on the website of the Company at
www.tmtindia.in.
6. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE
APPOINTED OR HAVE RESIGNED DURING THE YEAR:
The following changes took place during the year:
Re-appointment of Mr. Venu Krishna Kishore Babu Pasam as Whole Time
Director of the Company:
During the Financial Year 2023-2024, Board of Directors of the Company,
based on the recommendation of Nomination and Remuneration Committee have reappointed Mr.
Venu Krishna Kishore Babu Pasam (DIN: 06734586) as whole Time Director of the Company with
effect from 1st of June, 2023 for a period of three (3) years at their meeting held on
30th of May, 2023 and the said reappointment was approved by members of the Company at
their Annual General Meeting held on 30th of September, 2023.
Except the above changes, there are no changes in the office of
Directors or in the office of Key Managerial Personnel during the reporting period stated.
Further post Closure of Financial Year, following changes took place in
the office of Directors and Key Managerial Personnel in the Company:
" Appointment of Ms. Sonam Jain as the company secretary and
compliance officer of the Company:
Further post closure of the Financial year, Board of Directors of the
Company, based on the recommendation of Nomination and Remuneration Committee have
appointed Ms. Sonam Jain as Company secretary and compliance officer of the Company with
effect from 25th April, 2024 at their meeting held on 25th April, 2024.
" Appointment of Mr. Mahipal Reddy Saddi (DIN: 02103315) as
independent director of the Company:
Further post closure of the Financial year, Board of Directors of the
Company, based on the recommendation of Nomination and Remuneration Committee have
appointed Mr. Mahipal Reddy Saddi (DIN: 02103315) as Independent Director of the Company
for a period of 5 years with effect from 14th August, 2024 subject to approval of
shareholders of the Company and accordingly resolution proposing approval of shareholders
is included along with the notice convening the Annual General Meeting.
The details of various committees of the Board are given as Annexure
- I and forms part of this report.
7. POLICY ON DIRECTOR?S APPOINTMENT AND REMUNERATION AND
OTHER DETAILS.
The Board has, on the recommendation of the Nomination and Remuneration
Committee, framed a policy for selection and appointment of Directors and Senior
Management personnel and fixes their remuneration. The detailed Nomination and
Remuneration Policy is displayed on the Company's website viz. www.tmtindia.in.
8. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
This Company does not have any Subsidiaries, Associates or Joint
Ventures.
9. FIXED DEPOSITS:
Your Company has not accepted any fixed deposits and as such no
principal or interest was outstanding as on the date of the Balance sheet.
10. STATUTORY AUDITORS:
M/s. Satish Ramdeni & Co., (FRN: 015229S), Chartered Accountants,
Hyderabad were appointed as Statutory Auditors of the Company for a period of 5 years
commencing from the conclusion of 46th Annual General Meeting till the conclusion of 51th
Annual General Meeting of the Company. Further Satish Ramdeni & Co., (FRN: 015229S),
Chartered Accountants have confirmed their eligibility to continue as Statutory Auditors
of the Company for the FY 2024-25.
The Independent Auditors report given by M/s. Satish Ramdeni & Co.,
(FRN: 015229S), Chartered Accountants, Statutory Auditors of the Company on the Financial
Statements of the Company does not contain any qualification, reservation or adverse
remark.
11. REPORTING OF FRAUDS.
During the year under review, there was no instance of fraud, which
required the Statutory Auditors to report to the Audit Committee and /or Board under
Section 143(12) of the Companies Act, 2013 and the rules made thereunder.
12. INTERNAL AUDITORS:
The Board of Directors based on the recommendation of the Audit
Committee have appointed M/s. Sateesh & Associates, Chartered Accountants, Hyderabad,
as the Internal Auditors for Financial Year 2024-25.
13. SECRETARIAL AUDIT:
Pursuant to provisions of Section 204 of the Companies Act, 2013 read
with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board has appointed M/s. P. S. Rao & Associates, Practicing Company Secretaries,
Hyderabad to conduct Secretarial Audit for the Financial Year 2023-24. The Secretarial
Audit Report, pursuant to Section 204 (1) of the Companies Act, 2013, for the Financial
Year ended 31st of March 2024, is given in Annexure- II attached hereto and forms
part of this Report.
Reply to qualification in Secretarial Audit Report:
1. The Company appointed Company Secretary as the Compliance
Officer of the Company after delay of 25 days from date of resignation of Existing Company
Secretary, which is violation of Regulation 6(1) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The Company couldn't get an eligible candidate to appoint as compliance
officer of the company and hence the delay. However, after the closure of financial year,
Company has appointed Ms. Sonam jain as Company Secretary and compliance officer of the
company with effect from 25th April, 2024.
14. MEETINGS OF BOARD OF DIRECTORS
The number of Board meetings held during the period from 01st of April,
2023 to 31st of March, 2024 were 04 (four) and the gap did not exceed 120 days.
15. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
All Independent Directors have given declarations that they meet the
criteria of Independence as laid down under Section 149 of the Companies Act, 2013 which
have been relied on by the Company and were placed at the first Board Meeting of the
financial year.
The details of familiarization programme imparted to independent
Directors is available at www.tmtindia.in
Meeting of Independent Directors
During the year under review, the Independent Directors met on 13th
February, 2024 inter alia, to discuss:
Evaluation of the performance of Non-Independent Directors and the
Board of Directors as a whole;
Evaluation of the performance of the Chairman of the Company, taking
into account the views of the Executive and Non-Executive Directors.
Evaluation of the quality, content and timelines of flow of information
between the Management and the Board that is necessary for the Board to effectively and
reasonably perform its duties.
All the Independent Directors were present at the Meeting
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The details of Loans, Guarantees, Security provided and Investments
made during the Financial Year ended 31st March, 2024 is given in compliance with the
provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of
Board and its Powers) Rules, 2014 and the same is provided in the notes to financial
statements.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There were no contracts or arrangements with related parties as
specified in Section 188 (1) of the Act during the Financial Year 2023-24, except the
transactions in the ordinary course of business and at arm's-length basis.
18. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013
and to the best of their knowledge and belief and according to the information and
explanations obtained /received from the operating Management, your Directors make the
following statement and confirm that
(i) in the preparation of Annual Accounts for the financial year ended
31st March, 2023, the applicable accounting standards have been followed along with the
proper explanation relating to material departures, if any, there from;
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year the loss of the Company for that period
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
(iv) the Directors have prepared the annual accounts on a going concern
basis.
(v) the Directors had laid down Internal Financial controls to be
followed by the Company and that such internal financial Controls are adequate and were
operating efficiently.
(vi) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and Operating
effectively.
19 MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments affecting the financial
position of the Company have occurred between the end of the financial year of the Company
to which the financial statements relate and the date of the report.
20. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE
COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY,
WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY
The Company has risk management mechanism in place which mitigates the
risk at appropriate situations and there are no elements of risk, which in the opinion of
Board of Directors may threaten the existence of the Company.
21. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016.
During the year under review, the Company has not filed any application
or no proceeding is pending against the Company under the Insolvency and Bankruptcy Code,
2016.
22. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME
OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
During the year under review, the Company has not made any one-time
settlement while taking any loans from the Banks or Financial Institutions.
23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
Your Company believes in promoting a fair, transparent, ethical and
professional work environment. The Board of Directors of the Company has established a
Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the
Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements),
Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual
or suspected, fraud or violation of the Company's code of conduct. The said Mechanism is
established for Directors and employees to report their concerns. The policy provides the
procedure and other details required to be known for the purpose of reporting such
grievances or concerns.
The details of the Whistle Blower Policy & Vigil Mechanism and
other polices of the Company are posted on the website of the Company www.tmtindia.in.
24. PERFORMANCE EVALUATION:
As mandated under the Companies Act, 2013, and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the annual performance
evaluation of the Directors individually vis-?-vis the Board and its committees have been
carried out.
A structured questionnaire was prepared after taking into consideration
inputs received from the Directors, covering various aspects of the Board's functioning
such as adequacy of the composition of the Board and its Committees, Board culture,
execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were evaluated on parameters
such as level of engagement and contribution, independence of judgments, safeguarding the
interest of the Company and its minority shareholders etc.
The performance evaluation of the Independent Directors was carried out
by the entire Board. The performance evaluation of the Chairman and the Non-Independent
Directors was carried out by the Independent Directors. The Directors expressed their
satisfaction with the evaluation process.
25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details regarding Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo as required by section 134(3) (m) of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014 are given as Annexure -III and
forms part of this report.
26. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company is herewith annexed as Annexure-IV to this
report.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to the provisions of SEBI (Listing Obligation and Disclosure
Requirements), Regulations, 2015, a report on Management Discussion& Analysis is
herewith annexed as Annexure -V to this report.
28. CORPORATE GOVERNANCE:
The Corporate Governance is not applicable to the Company as per SEBI
Circular CIR/CFD/ POLICY CELL/7/2014 dated 15th September, 2014 and as such
this disclosure is not applicable.
29 ELECTRONIC CONNECTICITY WITH DESIGNATED DEPOSITORY:
The Company has electronic connectivity with the depository i.e., NSDL
& CDSL and the ISIN of the Company is INE182E01010. The members are requested
to avail the facility and lodge their shares for Demat.
30. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS.
The Company has in place proper and adequate internal control systems
commensurate with the nature of its business, and size and complexity of its operations.
Internal control systems comprising of policies and procedures designed to ensure
reliability of financial reporting, timely feedback on achievement of operational and
strategic goals, compliance with policies, procedure, applicable laws and regulations, and
that all assets and resources are acquired are used economically.
31. DETAILS ABOUT THE CORPORATE SOCIAL RESPONSIBILITY POLICY DEVELOPED
AND IMPLEMENTED BY THE COMPANY:
The Company does not meet the Criteria as specified in Section 135 of
the Companies Act, 2013 regarding Corporate Social Responsibility.
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the
Regulators/Courts which would impact the going concern status of the Company and its
future operations.
33. MAINTENANCE OF COST RECORDS:
Company is not required to maintain cost records as specified by the
Central Government under subsection (1) of section 148 of the Companies Act, 2013.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and
disposed off during the year:
No. of complaints received: Nil No. of complaints disposed of: Nil
35. INSIDER TRADING REGULATIONS:
The Company has adopted an 'Code of Conduct to Regulate, Monitor and
Report Trading by Insiders' ("the Code") in accordance with the SEBI
(Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations).
The Code is applicable to Promoters, Member of Promoter's Group, all
Directors and such Designated Employees who are expected to have access to unpublished
price sensitive information relating to the Company. The Company Secretary is the
Compliance Officer for monitoring adherence to the SEBI (Prohibition of Insider Trading)
Regulations, 2015.
The Company has also formulated 'The Code of Practices and Procedures
for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with
the SEBI (PIT) Amendment Regulations, 2018. This Code is displayed on the Company's
website viz. www.tmtindia.in.
36. ACKNOWLEDGEMENTS:
Your directors acknowledge the continued support from regulatory,
government authorities, Bankers, staff and all the stake holders for their support and
cooperation.